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EXHIBIT 10.9
OFFICE LEASE
BASIC LEASE PROVISIONS
BUILDING AND ADDRESS:
St. Regis Office Center
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
LANDLORD AND ADDRESS:
LaSalle National Bank, not personally, but as Trustee under Trust Agreement
dated September 1, 1977 and known as Trust member 53107
c/o Anvan Realty & Management Company
Managing Agent for Beneficiary of LaSalle Trust 53107
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000-X
Xxxxxxx, Xxxxxxxx 00000
TENANT AND ADDRESS:
VASCO - Value Added Systems Corp., an Illinois corporation
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxx, President
DEMISED PREMISES AND BUILDING NO. : 118-C (Per Exhibit A)
DATE OF LEASE: 7/22/85
LEASE TERM:
Five years; provided, however, that Tenant shall have the option to terminate
the Lease Term effective as of any date after July 31, 1988 (the effective date
of termination is hereinafter referred to as the :Effective Date"), which
option shall be exercisable by Tenant by delivering to Landlord, not less than
six months prior to the Effective Date:
(1) a written notice of Tenant's election to terminate specifying the
Effective Date of termination; and
(2) (a) the payment of $30,232.50 if the Effective Date is on or prior to
July 31, 1989, or
(b) the payment of $20,155.00 if the Effective Date is on or after
August 1, 1989.
COMMENCEMENT DATE OF LEASE TERM: August 1, 1985
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EXPIRATION DATE OF LEASE TERM: July 31, 1990
BASE RENT: (Subject to Adjustments as hereinafter provided) :
$60,465 for each of the first five (5) years of the Lease Term, ($15.00 per
square foot per annum) payable in installments of $5,038.75 each calendar month
thereof starting on the Commencement Date. Base Rent for the first twelve
calendar months of the Lease Term (August, 1985 through July, 1986) shall be
abated by Landlord; provided, however, that, except for aid twelve month Base
Rent abatement, Tenant shall be required to pay to Landlord any and all other
amounts which Tenant is obligated to pay to Landlord under the terms of this
Lease including amounts accrued and/or due and owing during the first twelve
months of the Lease Term.
ELECTRICITY ALLOCATION: In addition to the Base Rent, is the amount of $1.28
per square foot per annum ($429.97 per month), which Landlord has allocated for
furnishing lighting and incidental electricity to the Demised Premises pursuant
to the provisions of Section 3(b) hereof.
TENANT'S PROPORTION (for purposes of Section 2): 2.815% (it being understood
that the Rentable Area of the Building is 143,197 square feet and the Rentable
Area of the Demised Premises is 4031 square feet.
SECURITY DEPOSIT: See paragraph 23
BROKER(S) & ADDRESS(ES):
Xxxxx, Camins & Swartchild
000 Xxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Each reference in this Lease to any of the Basic Lease Provisions set forth
above shall be deemed and construed to incorporate all of the terms provided
under such Basic Lease Provision.
The following exhibits attached to this Lease are incorporated in this Lease by
this reference and are to be construed as a part of this Lease to the same
extent as if set out in full herein:
EXHIBIT A - Plan of Demised Premises
EXHIBIT B - Legal Description of Real Property
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1. LEASE OF PREMISES: BASE RENT. Landlord hereby leases to Tenant, and
Tenant accepts the Demised Premises for the Lease Term, unless sooner
general offices and no other purpose, subject to the agreements herein
contained. Tenant shall pay the Base Rent to Landlord at its address set
forth above, in equal monthly installments in advance on or before the
first day of each month of the Lease Term, except as hereinabove provided.
All such Rent shall be paid without any set off, counterclaim or
deduction whatsoever. Unpaid Rent shall bear interest at the rate set
forth in Section 24(f) from the date due until paid. Time is of the
essence of this Lease. Tenant agrees to do and perform each and every
covenant, agreement and obligation to be performed by Tenant hereunder.
If the Lease Term terminates other than on the last day of any calendar
month, the Base Rent for such month shall be appropriately prorated on a
per diem bases.
2. BASE RENT ADJUSTMENT. The Base Rent shall be adjusted "Rent
Adjustment") in accordance with the provisions of this Section 2.
A. "Rentable Area of the Demised Premises", as used herein, shall be
computed by measuring from the inside edge of the exterior glass walls
to the office side of corridors and/or other permanent partitions, and
to the center of partitions that separate the Demised Premises from
adjoining rentable areas and shall include a proportionate share of
lobby, public corridors, public toilets, vending areas, air
conditioning rooms, fan rooms, janitors' closets, electrical closets
and telephone closets on each floor, but shall not include stairs,
elevator shafts, flues, stacks, pipe shafts and vertical ducts with
their enclosing walls. "Rentable Area of the Building", as used
herein, shall be the sum of rentable areas on all office floors. The
rentable area of each floor shall be computed by measuring to the
inside finish of exterior glass walls, and shall include all the area
within the exterior glass walls, but not including stairs (except for
stairs specially designed for the use of a particular tenant), elevator
shafts, flues, stacks, pipe shafts and vertical ducts with their
enclosing walls. In computing rentable area, no deduction shall be
made for columns and projections necessary to the Building.
B. "Base Year", as used herein, shall be the twelve-month period
commencing January 1st, 1985 and ending on December 31st, 1985, and
"Comparison Year", as used herein, shall be those respective
twelve-month periods commencing January 1st, 1986, and each successive
corresponding twelve-month period thereafter which commences during the
term of this Lease.
C. (1) In the event that the amount of taxes, as defined in this
Section 2.C. ("Taxes"), attributable to any year of the Lease Term,
shall be greater than the amount of Taxes attributable to the Base
Year, then Tenant shall pay to Landlord, as additional Rent, an amount
equal to Tenant's proportion of such increase. The amount of Taxes
attributable to the Base Year and to subsequent years shall be the
amount payable during any such year, even though the assessment for
such Taxes may be for a different year.
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(2) The term "Taxes" shall mean real estate taxes, assessments, sewer
rents, rates and charges, transit taxes, taxes based upon the receipt of
rent, any other federal, state or local governmental charge, general,
special, ordinary or extraordinary (but not including income or franchise
taxes or any other taxes imposed upon or measured by the Landlord's
income or profits, unless the same shall be imposed in lieu of real
estate taxes), which may now or hereafter be levied or assessed against
the land owned by Landlord upon which the Building stands and upon the
Building, and related parking and other areas, hereinafter collectively
known as "Real Property" and legally described on Exhibit "B". In case
of special Taxes or assessments which may be payable in installments,
only the amount of each installment paid during a year shall be included
in Taxes for that year. Taxes shall also include any personal property
taxes (attributable to the year in which paid) imposed upon the
furniture, fixtures, machinery, equipment, apparatus, systems and
appurtenances used in connection with the Real Property for the operation
thereof. In the event that the Real Property is not assessed as fully
improved for the Base Year or for any subsequent year, then for the
purposes of this Section 2, the Taxes payable in each such year shall be
adjusted to the Taxes for which would have been payable in each such year
if the assessment of the Real Property had been made on a fully improved
basis.
(3) If the tax year for real estate taxes shall be changed by the
applicable governmental authority resulting in the payment by the
Landlord in one year of Taxes which relate to more than one year, then
notwithstanding anything to the contrary contained in this Lease, for
purposes determining the Base Year Taxes for such year, such amount of
Taxes paid shall be adjusted to an amount which is equivalent to a
one-year payment of Taxes.
D. (1) In the event that the amount of Expenses, as defined in
Section 2.D.(2), the attributable to any year of the Lease Term shall
be greater than the amount of Expenses attributable to the Base Year,
Tenant shall pay to the Landlord as additional rent an amount equal to
Tenant's proportion ("Tenant's Proportion") of such increase.
(2) For the purpose of this Section 2.D., the term "Expenses" shall mean
and include those expenses paid or incurred by the Landlord for
maintaining, operating and repairing the Real Property and the personal
property used in conjunction herewith (hereinafter collectively known as
"Project"), the cost of electricity, steam, water, fuel, heating,
lighting, snow removal, striping and maintenance of the parking lot,
landscaping, air-conditioning, window cleaning, janitorial service,
insurance, including, but not limited to, fire, extended coverage, in
workmen's compensation, elevator, or any other insurance carried in good
faith by the Landlord and applicable to the Project, painting, uniforms,
customary management fees, supplies, sundries, sales or use taxes on
supplies or services, costs of wages and salaries of all persons engaged
in the operation, maintenance and repair of the Project, and so-called
fringe benefits, including social security
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taxes, unemployment insurance taxes, costs for providing coverage for
disability benefits, costs of any pensions, hospitalization, welfare or
retirement plans, or any other similar or like expenses incurred under
the provisions of any collective bargaining agreement, or any other costs
or expenses which the Landlord pays or incurs to provide benefits for
employees so engaged in the operation, maintenance and repair of the
Project, the charges for any independent contractor who, under the
contract with the Landlord or its representatives, does any of the work
of operating, maintaining or repairing of the Project, current
amortization of capital improvements made after completion of
construction of the Building which are reasonably necessary for the
operation and maintenance of the Building, legal and accounting expenses,
including but not limited to, such expenses as relate to seeking or
obtaining reductions in and refunds of real estate taxes, or any other
expense or charge, whether or not hereinbefore mentioned, which are in
accordance with generally accepted accounting and management principles,
would be considered as an expense of maintaining, operating or repairing
the Project. If the Building is not fully rented during all or portion
of the year, Base or subsequent, then Landlord shall elect to make an
appropriate adjustment of the Expenses for such year employing sound
accounting and management principles, to determine the amount of expenses
that would have been paid or incurred by the Landlord had the Building
been fully rented, and the amount so determined shall be deemed to have
been the amount of Expenses for such year. If any Project expense,
though paid in one year, relates to more than one year, such expenses
shall be proportionately allocated among such related years. The term
"Expenses" shall not include (x) the cost of alterations to the Demised
Premises; and (y) depreciation, interest and principal payments on
mortgages and other debt costs, if any, real estate broker's leasing
commissions or compensation, and any cost or expenditure or portion
thereof for which Landlord has been reimbursed, whether by insurance
proceeds or otherwise.
E. (1) In the event that the Consumer Price Index, as defined in
Section 2.E.(2), for January 1st of the Base Year, shall be less than
the Consumer Price Index for January 1st of any succeeding Comparison
Year during the Lease Term, then Tenant shall pay to Landlord, as
additional rent, Thirty-Five (35%) Percent of the annual Base Rent due
during the Lease Term multiplied by the percentage of increase by which
the Consumer Price Index in such succeeding Comparison Year(s) exceeds
the Consumer Price Index for the Base Year (not in excess of 2-1/2% of
the Base Rate per annum of the Demised Premises in any one year).
(2) For the purpose of this Section 2.E., the term "Consumer Price Index"
means the Consumer Price Index for City of Chicago, All Items (Base Year
1967) - Urban Wage Earners & Clerical Workers, of the United States
Bureau of Labor Statistics.
(3) If the manner in which such Consumer Price Index is determined by the
Bureau of Labor Statistics shall be substantially revised, an adjustment
shall be
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made in such revised index, which would produce results
equivalent, as nearly as possible, to those which would have been
obtained if the Consumer Price Index had not been so revised.
(4) If the Consumer Price Index shall become unavailable to the public
because publication is discontinued or otherwise, Landlord will
substitute therefor, a comparable index based upon changes in the cost of
living or purchasing power of the consumer dollar published by any other
governmental agency or, if no such index shall be available, then a
comparable index published by a major bank or other financial institution
or by a university or a recognized financial publication.
F. Prior to effecting any Rent Adjustments, Landlord will furnish to
Tenant, a statement showing the following:
(1) The Expenses, Taxes and Consumer Price Index for the immediately
preceding Comparison Year and Landlord's reasonable estimates, forecasts
or projections (the "Projections") of the Expenses, Taxes and Consumer
Price Index for the then current Comparison Year;
(2) The Expenses, Taxes and Consumer Price Index for the Base Year;
(3) (a) the amount of Rent Adjustment paid to the Landlord
during the immediately preceding Comparison Year;
(b) to the extent that the Landlord has actual knowledge at the time
that it prepares the statement, the amount of the Rent Adjustment
that should have been paid to the Landlord during the immediately
preceding Comparison Year based upon the actual amounts of Expenses;
Taxes and Consumer Price Index for said Comparison Year; and
(c) the amount set forth in paragraph (b) above minus the amount set
forth in paragraph (a) above (the "Correction Amount").
(4) The amount of Rent Adjustment to be paid during the then
current year based upon the Projections and the Correction Amount.
Said amount of Rent Adjustment to be paid during said year shall be stated to
show:
(5) The Correction Amount, which if a positive number, shall be
paid by Tenant to Landlord in a lump sum within thirty (30) days
after the Landlord shall have submitted the statement, and, if a
negative number, shall be credited to Tenant's account and reduce
the amount of rent subsequently due and owing from Tenant to
Landlord under this Lease; and
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(6) the amount for the then current Comparison Year (based upon
the Projections) to be paid in equal monthly installments on the
first day of each month during said Comparison Year in the same
manner as provided for the Base Rent.
G. The Tenant or its representative shall have the right to examine
the Landlord's books and records with respect to the items in the
foregoing statement of Expenses and Taxes during normal business hours
at any time within ten (10) days following the furnishing by the
Landlord to the Tenant of such statement. Unless the Tenant shall take
written exception to any item within thirty (30) days after the
furnishing of the foregoing statement, such statement shall be
considered as final and accepted by the Tenant.
H. If the first year of the Lease Term commences on any day other than
the first day of January, or if the last year of the term of this Lease
ends on any day other than the last day of December, any payment due to
the Landlord by reason of any increase in Taxes, Expenses or Consumer
Price Index shall be prorated, and the Tenant shall pay any amount due
to the Landlord within thirty (30) days after being billed therefor.
This covenant shall survive the expiration or termination of this
Lease.
3. SERVICES. The Landlord, as long as the Tenant is not in default under
any of the covenants of this Lease, shall furnish:
A. Heating and air-conditioning when necessary for normal comfort, as
per Section 12 of Building Standards, in the Demised Premises from
8:00 A.M. to 6:00 P.M., Monday through Friday of each week, and from
8:00 A.M. to 1:00 P.M. on Saturdays (exclusive of national holidays)
except as may be otherwise required by governmental authority. Tenant
will be charged for all heating and air-conditioning requested and
furnished prior to or following these hours at reasonable rates to be
established by the Landlord.
B. Electric wiring system in Premises connected with the source of
alternating current. Tenant shall pay the Landlord for the electricity
used by Tenant, including electricity used during janitor service,
alteration or repairs in and to the Premises in accordance with the
Electricity Allocation set forth in the Basic Lease Provisions on page
3 of this Lease. The Electricity Allocation is based on a five (5) day
week electrical lighting use; any additional use of lighting,
appliances and/or office equipment will be billed at a rate to be
determined by the Commonwealth Edison Company. If in the judgment of
Landlord, the requirement for electrical services for the Premises
necessitates modification of the electric service supply system in and
to Premises or Building, Landlord reserves the right to perform such
modification and the cost thereof shall be paid by Tenant to Landlord
at the time of completion of such modification. Any increased expense
in maintaining the system resulting, in Landlord's opinion, from such
modification and any increased expense in operating the system
resulting
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from such modification shall be paid for by Tenant. Tenant
shall be responsible for performing all such maintenance unless, in the
exercise of its right thereby expressly reserved, Landlord elects to
perform part or all of such maintenance. Landlord shall not be liable
for the stoppage or interruption of any services or utilities caused by
riots, civil commotion, necessary repairs, strikes, lockouts, labor
controversies, accidents, inability to obtain fuel or supplies or other
causes or conditions beyond Landlord's control.
C. Cold water in common with other tenants from Village of Lombard
mains for drinking, lavatory and toilet purposes drawn through fixtures
installed with Landlord's prior written consent, and hot water in
common with other tenants for lavatory purposes from regular Building
supply. Tenant shall pay Landlord as additional rent at rates fixed by
Landlord (not to exceed rates for like uses charged by the Village of
Lombard) for water furnished for any other purpose. Tenant shall not
waste or permit the waste of water. If Tenant fails to pay within five
(5) days after request by Landlord, Landlord's charges for water, then
Landlord, upon not less than ten (10) days' notice, may, in addition to
any other remedy provided in this Lease, discontinue furnishing that
service and no discontinuance shall be deemed an eviction or
disturbance of Tenant's use of the Demised Premises or render Landlord
liable for damages or relieve Tenant from any obligation.
D. Janitor service and customary cleaning in and about the Demised
Premises, Saturdays, Sundays and holidays excepted. Tenant shall not
provide any janitor services or cleaning without the Landlord's written
consent and then only subject to supervision by Landlord and at
Tenant's sole responsibility, and by janitor or cleaning contractor or
employees at all times satisfactory to Landlord.
E. Passenger elevator service in common with Landlord and other
tenants, Monday through Friday from 8:00 A.M. to 6:00 P.M., Saturdays
to 1:00 P.M., holidays excepted. Such normal elevator service, if
furnished at other times shall be optional with Landlord and shall
never be deemed a continuing obligation. Landlord, however, shall
provide limited passenger elevator service daily at all times such
normal passenger service is not furnished. Operatorless automatic
elevator service shall be deemed "elevator service" within the meaning
of this paragraph.
F. Tenant shall make no alteration or addition to the electric
equipment and/or appliances without the prior written consent of the
Landlord in each instance. Landlord will supply and install, at
Tenant's expense and upon Tenant's request, all lamps, bulbs, ballast
and starters used in the Demised Premises after initial installation
thereof. Tenant covenants and agrees that at all times its use of
electric current shall never exceed the capacity of the feeders to the
Building or the risers or wiring installation.
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G. Window washing of all windows in the Demised Premised, both inside
and out, at such times as shall be required in the Landlord's
reasonable judgment.
H. The Landlord does not warrant that any of the services
above-mentioned or the performance of any other duty or obligation by
Landlord under this Lease will be free from interruptions caused by
war, insurrection, civil commotion, riots, acts of God or the enemy
governmental action, repairs, renewals, improvements, alterations,
strikes, lockouts, picketing, whether legal or illegal, accidents,
inability of the Landlord to obtain fuel or supplies or any other cause
or causes beyond the reasonable control of the Landlord. Any such
interruption of service shall never be deemed an eviction or
disturbance of the Tenant's use and possession of the Demised Premises
or any part thereof, or render the Landlord, liable to the Tenant for
damages, or relieve the Tenant from performance of the Tenant's
obligations under this Lease.
4. CONDITIONS OF PREMISES. The Tenant's execution of this Lease shall be
conclusive evidence as against the Tenant that the Tenant has inspected
the Demised Premises and found that the Demised Premises are in good order
and satisfactory condition and that the Tenant will accept the Premises
"as is" except for Landlord's obligation to paint and clean carpet set
forth below. No promise of the Landlord to alter, remodel, decorate, clean
or improve the Demised Premises or the Building and no representation
respecting the condition of the Demised Premises or the Building have been
made by the Landlord to the Tenant, unless the same is contained herein,
or made a part hereof, or in a written document signed by the Landlord or
its property. Landlord shall paint the Demised Premises and clean the
carpet in the Demised Premises prior to Tenant taking possession thereof.
5. FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give
possession of the Demised Premises on the Commencement Date of the Lease
Term by reason of any of the following: (i) the Building has not been
sufficiently completed to make the Demised Premises ready for occupancy,
(ii) the Landlord has not cleaned the carpet in or painted the Demised
Premises, (iii) the Landlord is unable to give possession of the Demised
Premises by reason of the holding over or retention of possession of any
tenant, tenants or occupants, or (iv) for any other reason, Landlord shall
not be subject to any liability for the failure to give possession on said
date. Under such circumstances, the rent reserved and covenanted to be
paid herein shall be extended until the date the Demised Premises are
available for occupancy by Tenant, and no such failure to give possession
on the Commencement Date shall affect the validity of this Lease or the
obligation of the Tenant hereunder; provided, however, that the Expiration
Date of the Lease Term shall be extended for the same number of days. If
the Demised Premises are ready for occupancy prior to the Commencement
Date and Tenant occupies the Demised Premises prior to said date, Tenant
shall pay rent for the period of occupancy prior to the Commencement Date
at the proportionate rental to be Rent reserved herein. The Demised
Premises shall not be deemed to be unready for Tenant's occupancy or
incomplete if only
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minor or insubstantial details of construction, decoration or mechanical
adjustments remain to be done in the Demised Premises or any part
thereof, or if the delay in the availability of the Demised Premises for
occupancy shall be due to special work, changes, alterations or additions
required or made by the Tenant in the layout or finish of the Demised
Premises or any part thereof or shall be caused in whole or in part by
Tenant through the day of Tenant in submitting plans, supplying
information, approving plans, specifications or estimates, giving
authorizations or otherwise or shall be caused in whole or in part by
delay and/or default on the part of the Tenant and/or its subtenant or
subtenants. In the event of any dispute as to whether the Demised
Premises are ready for Tenant's occupancy, the decision of the Landlord's
architect shall be final and binding on the parties.
6. USE OF PREMISES. The Tenant shall occupy and use the Demised Premises
during the Lease Term for the purpose above specified and none other and:
A. the Tenant will not make or permit to be made any use of the
Demised Premises which, directly or indirectly, is forbidden by public
law, ordinance or governmental regulation or which may be dangerous to
persons or property or which may invalidate or increase the premium
cost of any policy of insurance carried on the Building or covering its
operations; the Tenant shall no do, or permit to be done, any act of
thing upon the Demised Premises which will conflict with fire insurance
policies covering the Building. The Tenant, at its sole expense, shall
comply with all rules, regulations or requirements of the Illinois
Inspection and Rating Bureau, or any other similar body, and shall not
do, or permit anything to be done, upon said Demised Premises, or bring
or keep anything thereof in violation of rules, regulations or
requirements of the Fire Department, Illinois Inspection and Rating
Bureau, Fire Insurance Rating Organization or other authority having
jurisdiction and then only in such quantity and manner of storage as
not to increase the rate of fire insurance applicable to the Building;
B. any sign installed in the Demised Premises shall be installed by
Landlord at Tenant's cost and in such manner, character and style as
Landlord may approve in writing;
C. the Tenant shall not advertise the business, profession or
activities of the Tenant conducted in the Building in any manner which
violates the letter of spirit of any code of ethics adopted by any
recognized association or organization pertaining to such business,
profession or activities, and shall not use the name of the Building
for any purpose other than that of business address of the Tenant, and
shall never use any pictures or likeness of the Building in any
circulars, notices, advertisements or correspondence without the
Landlord's express consent in writing;
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D. the Tenant shall not obstruct, or use for storage, or for any
purpose other than ingress and egress, the sidewalks, entrances,
passages, courts, corridors, vestibules, halls, elevators and stairways
of the Building;
E. no bicycle or other vehicle and no dog or other animal or bird
shall be brought or permitted to be in the Building or any part
thereof;
F. the Tenant shall not make or permit any noise or odor that is
objectionable to other occupants of the Building to emanate from the
Demised Premises, and shall not crate or maintain a nuisance thereon,
and shall not disturb, solicit or canvass any occupant of the Building,
and shall not do any act tending to injure the reputation of the
Building;
G. the Tenant shall not install any musical instrument or equipment in
the Building, or any antennae, aerial wires or other equipment inside
or outside the Building, without in each and every instance, prior
approval in writing by the Landlord. The use thereof, if permitted,
shall be subject to control by the Landlord to the end that others
shall not be disturbed or annoyed;
H. the Tenant shall not waste water by tying, wedging, or otherwise
fastening open any faucet;
I. no additional locks or similar devices shall be attached to any
door. No keys for any door other than those provided by the Landlord
shall be made. If more than two keys for one lock are desired by the
Tenant, the Landlord may provide the same upon payment by the Tenant.
Upon termination of this Lease, or of the Tenant's possession, the
Tenant shall surrender all keys of the Demised Premises and shall make
known to the Landlord the explanation of all combination locks on
safes, cabinets and vaults;
J. the Tenant shall be responsible for the locking of doors in and to
the Demised Premises. Any damage resulting from neglect of this clause
shall be paid for by the Tenant;
K. if the Tenant desires telegraphic, telephonic, burglar alarm or
signal service, the Landlord will, upon request, direct where and how
connections and all wiring for such service shall be introduced and
run. Without such direction, no boring, cutting or installation of
wires or cables is permitted;
L. shades, draperies and other forms of inside window coverings must
be of such shape, color and material as approved by the Landlord;
M. the Tenant shall not overload any floor. Safes, furniture and all
large articles shall be brought through the Building and into the
Demised Premises at such times and in such times and manner as the
Landlord shall direct and at the Tenant's sole risk
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and responsibility. The Tenant shall list all furniture, equipment and
similar articles to be removed from the Building, and the list must be
approved at the Office of the Building or by a designated person before
building employees will permit any articles to be removed;
N. unless the Landlord gives advance written consent in each and every
instance, the Tenant shall not install or operate any steam or internal
combustion engine, boiler, machinery, refrigeration or heating device
or air-conditioning apparatus in or about the Demised Premises, or
carry on any mechanical business therein, or use the Demised Premises
for housing accommodations or lodging or sleeping purposes, or do any
cooking therein or install or permit the installation of any vending
machines, or use any illumination other than electric light, or use or
permit to be brought into the Building any inflammable oils or fluids,
such as gasoline, kerosene, naptha and benzine, or any explosive or
other articles hazardous to persons or property;
O. the Tenant shall not place or allow anything to be placed against
or near the glass partitions or doors of the Demised Premises which may
diminish the light in , or be unsightly from, public halls or
corridors;
P. the Tenant shall not install in the Demised Premises any equipment
which uses a substantial amount of electricity without advance written
consent of the Landlord. The Tenant shall be ascertain from the
Landlord, the maximum amount of electrical current which can safely be
used in the Demised Premises, taking into account the capacity of the
electric wiring in the Building and the Demised Premises and the needs
of other tenants in the Building and shall not use more than such safe
capacity. The Landlord's consent to the installation of the electric
equipment shall not relieve the Tenant from the obligation not to use
more electricity than such safe capacity; and
Q. in addition to all other liabilities for breach of any covenant of
this Section, the Tenant shall pay to the Landlord all damages caused
by such breach and shall also pay to the Landlord, as additional rent,
any amount equal to any increase in insurance premium or premiums
caused by such breach. Any violation of this Section 6 may be
restrained by injunction. The Tenant shall be liable to the Landlord
for all damages resulting from violation of any of the provisions of
this Section 6. The Landlord shall have the right to make such
reasonable rules and regulations as the Landlord or its agent may from
time to time to adopt on such reasonable notice to be given as the
Landlord may elect. Nothing in this Lease shall be construed to impose
upon the Landlord any duty or obligation to enforce provisions of this
Section 6 or any rules and regulations hereafter adopted, or the terms,
covenants or conditions of any other lease as against any other tenant,
and the Landlord shall not be liable to the Tenant for violation of the
same by any other tenant, its servants, employees, agents, visitors or
licensees.
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7. CARE AND MAINTENANCE. Subject to the provisions of Section 10, the
Tenant shall, at the Tenant's own expense, keep the Demised Premises in
good order, condition and repair during the Lease Term. If the Tenant
does not make repairs promptly and adequately, the Landlord may, but need
not, make repairs, and the Tenant shall promptly pay the cost thereof.
The Tenant shall pay the Landlord for overtime and for any other expense
incurred in the event repairs, alterations, decorating or other work in
the Demised Premises are not made during ordinary business hours at the
Tenant's request.
8. ALTERATIONS. The Tenant shall not do any painting or decorating, or
erect any partitions, make any alterations in or additions to the Demised
Premises or do any nailing, boring or screwing into the ceilings, walls or
floors, without the Landlord's prior written consent in each and every
instance. Unless otherwise agreed by the Landlord and Tenant in writing,
all such work shall be performed either by or under the direction of the
Landlord, but at the cost of Tenant. The Landlord's decision to refuse
such consent shall be conclusive. If the Landlord consents to such
alterations or additions, before commencement of the work or delivery of
any materials onto the Demised Premises or into the Building, the Tenant
shall furnish the Landlord for approval:
A. plans and specifications;
B. names and addresses of contractors;
C. copies of contracts;
D. necessary permits; and
E. indemnification in form and amount satisfactory to Landlord and
certificate of insurance from all contractors performing labor or
furnishing materials, insuring against any and all claims, costs,
damages, liabilities and expenses which may arise in connection with
the alterations or additions.
Whether the Tenant furnishes the Landlord the foregoing or not, the Tenant
hereby agrees to hold the Landlord, and its beneficiaries, and their
respective agents and employees harmless from any and all liabilities of
every kind and description which may arise out of or be connected in any
way with said alterations or additions. With respect to any mechanic's
lien filed against the Demised Premises, or the Building, for work claimed
to have been furnished to the Tenant, Tenant shall either discharge such
lien record within ten (10) days thereafter, at the Tenant's expense, or
shall post a surety bond or other security with Landlord in form and
amount reasonably satisfactory to Landlord. Upon completing any
alterations or additions, the Tenant shall furnish the Landlord with
contractor's affidavits and full and final waivers of lien and receipted
bills covering all labor and materials expended and used. All alterations
and additions shall comply with all insurance requirements and with all
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ordinances and regulations of The Village of Lombard or any department or
agency thereof. All alterations and additions shall be constructed in a
good and workmanlike manner and good grades of materials shall be used.
All additions, decorations, fixtures, hardware, non-trade fixtures and all
improvements, temporary or permanent, in or upon the Demised Premises,
whether placed there by the Tenant or by the Landlord shall, unless the
Landlord request their removal, become the Landlord's property and shall
remain upon the Demised Premises at the termination of this Lease by lapse
of time or otherwise without compensation or allowance or credit to the
Tenant. If, upon the Landlord's request, the Tenant does not remove said
additions, decorations, fixtures, hardware, non-trade fixtures and
improvement, the Landlord may remove the same and the Tenant shall pay the
cost of such removal to the Landlord upon demand.
9. ACCESS TO PREMISES. The Tenant shall permit the landlord to erect, use
and maintain pipes, ducts, wiring and conduits in and through the Demised
Premises. The Landlord or Landlord's agents shall have the right to enter
upon the Demised Premises, to inspect the same, to perform janitorial and
cleaning services and to make such decorations, repairs, alterations,
improvements or additions to the Demised Premises or the Building as the
Landlord may deem necessary or desirable, and the Landlord shall be
allowed to take all material into and upon said Demised Premises that may
be required therefor without the same constituting an eviction of the
Tenant in whole or in part and the rent reserved shall in no wise xxxxx
(except as provided in Section 10) while said decorations, repairs,
alterations, improvements or additions are being made, by reason of loss
or interruption of business of the Tenant, or otherwise. If Tenant shall
not be personally present to open and permit an entry into said Demised
Premises, at any time, when for any reason any entry therein shall be
necessary or permissible, the Landlord or Landlord's agents may enter the
same by master key, or may forcibly enter the same, without rendering the
Landlord or such agents liable therefor (if during such entry Landlord or
Landlord's agents shall accord reasonable care to Tenant's property), and
without in any manner affecting the obligations and covenants of this
Lease. Nothing herein contained, however, shall be deemed or construed to
impose upon the Landlord any obligations, responsibility or liability
whatsoever, for the care, supervision or repair of the Building or any
part thereof, other than as herein provided. The Landlord shall also have
the right at any time, without the same constituting any actual or
constructive eviction and without incurring any liability to the Tenant
therefor, to change the arrangement and/or location of entrances or
passageways, doors and doorways, and corridors, elevators, stairs,
toilets, or other public parts of the Building, and to close entrances,
doors, corridors, elevators or other facilities. The Landlord shall not
be liable to the Tenant for any expense, injury, loss or damage resulting
from work done in or upon, or the use of, any adjacent or nearby building,
land, street or alley.
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10. UNTENANTABILITY. If the Demised Premises or the Building are made
untenantable by fire or other casualty, Landlord may elect:
A. to terminate this Lease as of the date of the fire or casualty by
notice to the Tenant within sixty (60) days after that date, or
B. to proceed with all due diligence to repair, restore, or
rehabilitate the Building or the Demised Premises at Landlord's
expense, in which latter event this Lease shall not terminate.
In the event this Lease is not terminated pursuant to this provision, rent
shall xxxxx on a per diem basis during the period of untenantability in
the event of the termination of this Lease pursuant to this Section, rent
shall be apportioned on a per diem basis and paid to the date of the fire
or other casualty. In the event the Demised Premises are partially
damaged by fire, or other casualty, but are not made untenantable, then
Landlord shall, accept during the last year of the Lease Term hereof,
proceed with all due diligence to repair and restore the Demised Premises
and the rent shall xxxxx in proportion to the non-usability of the Demised
Premises during the period of untenantability. If a portion of the
Demised Premises are made untenantable as aforesaid during the last year
of the term hereof, Landlord shall have the right to terminate this Lease
as of the date of the fire or other casualty by giving written notice
thereof to Tenant within thirty (30) days after the fire or other
casualty, in which event the Rent shall be apportioned on a per diem basis
and paid to the date of such fire or other casualty.
11. EMINENT DOMAIN. If the Building, or a substantial part of the Demised
Premises, shall be lawfully taken or condemned for any public or
quasi-public use or purpose, the term of this Lease shall end upon, and
not before, the date of the taking of possession by the condemning
authority, and without apportionment of the award. Tenant hereby assigns
to the Landlord Tenant's interest in such award, if any. Current Rent
shall be apportioned as of the date of such termination. If any part of
the Building, other than the Demised Premises or not constituting a
substantial part of the Demised Premises, shall be so taken or condemned
the Landlord shall have the right to cancel this Lease upon not less than
ninety (90) days' notice prior to the date of cancellation designated in
the notice. No money or other consideration shall be payable by the
Landlord to the Tenant for the right of cancellation, and the Tenant shall
have no right to share in the condemnation award or in any judgment for
damages caused by the change of grade.
12. SUBROGATION. The parties hereto agree to use good faith efforts to have
any and all fire, extended coverage or any and all material damage
insurance which may carried endorsed with the following subrogation
clause: "This insurance shall not be invalidated should the insured waive
in writing prior to a loss any or all right of recovery against any party
for loss occurring to the property described herein.", and each party
hereto hereby waives all claims for recovery from the other party for any
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loss or damage to any of its property insured under valid and collectible
insurance policies to the extent of any recovery collectible under any
insurance, subject to the limitation that this waiver shall apply only
when it is either permitted or, by the use of such good faith efforts,
could have been so permitted by the applicable policy of insurance.
13. ASSIGNMENT AND SUBLETTING. Tenant shall not, without the prior written
consent of Landlord, (i) assign this Lease or any interest hereunder; (ii)
permit any assignment of this Lease by operation of law; (iii) sublet the
Demised Premises or any part thereof; (iv) permit the use of the Demised
Premises by any parties other than Tenant, its agents and employees.
Tenant shall give Landlord written notice of any proposed assignment of
subleasing, which notice shall contain the proposed principal terms
thereof, and upon receipt of such notice, Landlord shall have the option
to cancel this Lease in the case of a proposed subleasing of all of the
Demised Premises, or if Tenant proposes to sublease less than all of the
so subleased, in which latter event, the Base Rent and Rent Adjustments
shall be adjusted on a pro-rata square foot of rentable area basis. If
Landlord wishes to exercise such option to cancel, Landlord shall, within
fifteen (15) days after Landlord's receipt of such notice from Tenant,
send to Tenant a notice so stating and, in such notice, Landlord shall
specify the date as of which such cancellation is effective, which date
shall be not less than thirty (30) and not more than ninety (90) days
after the date on which Landlord sends such notice. If Landlord does not
elect to cancel, as aforesaid, Landlord agrees not to withhold
unreasonably its consent to any proposed assignment or subletting if the
proposed assignee or sublessee (in Landlord's judgment) has a financial
condition comparable to or better than that of Tenant, has a good
reputation in the business community and agrees to use the Demised
Premises for purposes satisfactory to Landlord. No assignment of this
Lease or subletting of the Demised Premises shall be effective unless the
assignee or subtenant shall execute an appropriate instrument assuming all
of the obligations of Tenant hereunder and unless Tenant acknowledges
therein its continued liability under this Lease. Any approved sublease
shall be expressly subject to the terms and conditions of this Lease, and
Tenant shall pay Landlord on the first day of each month during the term
of the sublease, the excess of all rent and other consideration due from
the subtenant for such month over that portion of the Adjusted Monthly
Base Rent due under this Lease for said month, which is allocable on a
square footage basis to the space sublet. In the event of any approved
sublease or assignment, Tenant shall not be released or discharged from
any liability, whether past, present or future, under this Lease,
including any renewal term of this Lease.
14. WAIVER OF CLAIMS - INDEMNIFICATION. Tenant agrees that, to the extent not
prohibited by law, Landlord and its beneficiaries, officers, agents,
servants and employees shall not be liable for any damage either to person
or property or resulting from the loss of use thereof sustained by Tenant
or by other persons due to the Building or any part thereof or any
appurtenances thereof becoming out of repair, or due to the happening of
appurtenances thereof becoming out of repair, or due to the
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happening of any accident or event in or about the Building, or due to
any act or neglect of any tenant or occupant of the Building or of any
other person. This provision shall apply particularly (but not
exclusively) to damage caused by gas, electricity, snow, frost, steam,
sewage, sewer gas or odors, fire, water or by the bursting or leaking of
pipes, faucets, sprinklers and plumbing fixtures, and shall apply without
distinction as to the person whose act or neglect was responsible for the
damage and whether the damage was due to any of the causes specifically
enumerated above or to some other cause of an entirely different kind.
Tenant further agrees that all personal property upon the Demised Premises
or upon loading docks, receiving and holding areas, or freight elevators
of the Building shall be at the risk of Tenant only, and that Landlord
shall not be liable for any loss or damage thereto or theft thereof.
Without limitation of any other provisions hereof, Tenant agrees to
defend, protect, indemnify and save harmless Landlord, its beneficiaries,
officers, agents, servants and employees of and from all liability to
third parties arising out of the acts of Tenant and its servants, agents,
employees, contractors, suppliers, workmen or invitees.
Tenant agrees to indemnify and save the Landlord, its beneficiaries and
their respective agents and employees harmless against any and all
claims, demands, costs and expenses, including reasonable attorneys' fees
for the defense thereof arising from Tenant's occupancy of the Demised
Premises or from any breach or default on the part of the Tenant in the
performance of any covenant or agreement on the part of the Tenant to be
performed pursuant to the terms of this Lease, or from any act or
negligence of Tenant, its agents, servants, employees or invitees, in or
about the Demised Premises. In case of any action or proceedings brought
against the Landlord, its beneficiaries or their respective agents or
employees by reason of any such claim, upon notice from Landlord, Tenant
covenants to defend such action of proceeding by counsel reasonably
satisfactory to Landlord.
15. MORTGAGE-GROUND LEASE. Landlord may execute and deliver a first mortgage
or first trust deed in the nature of a mortgage, both sometimes
hereinafter referred to as "Mortgage", against the Building, the Real
Property or any interest therein, and may sell and lease-back the
underlying land on which the Building is situated. If requested by the
first mortgagee or trustee or by the lessor of any ground or underlying
lease (ground lessor), Tenant will either subordinate its interest in this
Lease to said Mortgage, or ground or underlying lease or make such
interest superior and will execute such agreement or agreements as may be
reasonably required by such mortgagee, trustee or ground lessor.
IT IS FURTHER AGREED:
A. Should any Mortgage affecting the Building of the Real Property be
foreclosed or if any ground or underlying lease be terminated:
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(1) The liability of the mortgagee, trustee or purchaser at such
foreclosure sale or the liability of a subsequent owner designated as
landlord under this Lease shall exist only so long as such trustee,
mortgagee, purchaser or owner is the owner of the Building or Real
Property and such liability shall not continue or survive after
further transfer of ownership;
(2) Upon request of the mortgagee or trustee, Tenant will attorn, as
Tenant under this Lease, to the purchaser at any foreclosure sale
thereunder, or if any ground or underlying lease be terminated for any
reason, Tenant will attorn as Tenant under this Lease to the ground
lessor under the ground lease and will execute such instruments as may
be necessary or appropriate to evidence such attornment; and
(3) Tenant's right to possession of the Demised Premises shall not be
disturbed provided that Tenant is not in default in its duties and
obligations under this Lease.
B. This Lease may not be modified or amended so as to reduce the rent or
shorten the Lease Term, or so as to adversely affect in any other respect
to any material extent the rights of the Landlord, nor shall this Lease be
canceled or surrendered, without the prior written consent, in each
instance, of the ground lessor or mortgagee.
16. CERTAIN RIGHTS RESERVED TO THE LANDLORD. The Landlord reserves and may
exercise the following rights without affecting Tenant's obligations
hereunder:
A. to change the name or street address of the Building;
B. to install and maintain a sign or signs on the exterior of the
Building;
C. to have access for the Landlord and the other tenants of the
Building to any mail chutes located on the Demised Premises according
to the rules of the United States Post Office;
D. to designate all sources furnishing sign painting and lettering,
ice, drinking water, towels, coffee cart service and toilet supplies,
lamps and bulbs used on the Demised Premises;
E. during the last six (6) months of the Lease Term or any part
thereof, if during or prior to that time, the Tenant vacates the
Demised Premises, to decorate, remodel, repair, alter or
otherwise/prepare the Demised Premises for reoccupancy;
F. to retain at all times pass keys to the Demised Premises;
G. to grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building;
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H. to exhibit the Demised Premises to others and to display "For Rent"
signs on the Demised Premises;
I. to close the Building after regular working hours and on the legal
holidays subject, however, to Tenant's right to admittance, under such
reasonable regulations as Landlord may prescribe from time to time,
which may include by way of example, but not of limitation, that
persons entering or leaving the Building identify themselves to a
watchman by registration or otherwise and that said persons establish
their right to enter or leave the Building;
J. to approve the weight, size and location of safes or other heavy
equipment or articles, which articles may be moved in, about, or out of
the Building or Demised Premises only at such times and in such manner
as Landlord shall direct and in all events, however, at Tenant's sole
risk and responsibility;
K. to take any and all measures, including inspections, repairs,
alterations, decorations, additions and improvements to the Demised
Premises or the Building, as may be necessary or desirable for the
safety, protection or preservation of the Demised Premises or the
Building or the Landlord's interests, or as may be necessary or
desirable in the operation of the Building.
The Landlord may enter upon the Demised Premises and may exercise any or all
of the foregoing rights hereby reserved without being deemed guilty of an
eviction or disturbance to the Tenant's use or possession and without being
liable in any manner to the Tenant and without abatement of rent or
affecting any of the Tenant's obligations hereunder.
17.HOLDING OVER. If the Tenant retains possession of the Demised Premises
or any part thereof after the termination of the Lease Term or any
extension thereof, by lapse of time or otherwise, the Tenant shall pay the
Landlord the monthly rent at double the rate payable for the month
immediately preceding said holding over (including increases for Expenses
and Taxes which Landlord may reasonably estimate) computed on a per-month
basis, for each month or part thereof (without reduction for any such
partial month) that the Tenant thus remains in possession, and in addition
thereto, Tenant shall pay the Landlord all damages, consequential as well
as directly sustained by reason of the Tenant's retention of possession.
Alternatively, at the election of Landlord expressed in a written notice
to the Tenant and not otherwise, such retention of possession shall
constitute a renewal of this Lease for one (1) year. The provisions of
this paragraph do not exclude the Landlord's rights of re-entry or any
other right hereunder.
18.LANDLORD'S REMEDIES. All rights and remedies of the Landlord herein
enumerated shall be cumulative, and none shall exclude any other right or
remedy allowed by law.
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A. If any involuntary action or proceedings under any section or
sections of any bankruptcy or debtor relief act in any court or
tribunal shall adjudge or declare Tenant insolvent or unable to pay
Tenant's debts, or if any voluntary petition or similar proceedings
under any section or sections of any bankruptcy or debtor relief act
shall be filed by Tenant in any court or tribunal to declare Tenant
insolvent or unable to pay Tenant's debts, then any such event shall be
deemed to constitute and shall be construed as a repudiation by Tenant
of Tenant's obligations hereunder and shall cause this Lease ipso facto
to be canceled and terminated, without thereby releasing Tenant; and
upon such termination, Landlord shall have the immediate right to
re-enter the Demised Premises and to remove all persons and property
therefrom and this Lease shall not be treated as an asset of the
Tenant's estate and neither the Tenant nor anyone claiming by, through
or under Tenant by virtue of any law or any order of any court shall be
entitled to the possession of the Demised Premises or to remain in the
possession thereof. Upon such termination of this Lease, and
notwithstanding any other provisions of this Lease, Landlord shall
forthwith be entitled to recover damages in the maximum amount provided
by law.
B. If the Tenant defaults in the payment of Rent, and the Tenant does
not cure the default within five (5) days after demand for payment for
such rent or if the Tenant defaults in the prompt and full performance
of any other provisions of this Lease or of Exhibit C hereto and the
Tenant does not cure the default within twenty (20) days after written
demand by the Landlord that the default be cured (unless the default
involves a hazardous condition, which shall be cured forthwith) or if
the leasehold interest of the Tenant be levied upon under execution or
be attached by process of law, or if the Tenant makes an assignment for
the benefit of creditors or admits its inability to pay its debts, or
if a receiver be appointed for any property of the Tenant, or if the
Tenant abandons the premises, then and in any such event, the Landlord
may, if the Landlord so elects but not otherwise, and with or without
notice of such election, and with or without demand whatsoever, either
forthwith terminate this Lease and the Tenant's right to possession of
the Demised Premises or, without terminating this Lease, forthwith
terminate the Tenant's right to possession of the Demised Premises.
C. Upon any termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of the Tenant's right to possession
without termination of this Lease, the Tenant shall surrender
possession and vacate the premises immediately, and deliver full and
free license to enter into and upon the Demised Premises in such event
with or without process of law and to repossess the Landlord of the
premises as of the Landlord's former estate and to expel or remove the
Tenant.
D. If the Tenant abandons the Demised Premises or otherwise entitles
the Landlord so to elect, and the Landlord elects to terminate the
Tenant's right to possession
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only without termination this Lease, the Landlord may, at the landlord's
option, enter into the Demised Premises, remove the Tenant's signs and
other evidences of tenancy, and take and hold possession thereof as in
Paragraph C. of this Section 18 provided, without such entry and
possession terminating this Lease or releasing the Tenant, in whole or
in part from the Tenant's obligation to pay the rent hereunder for the
full Lease Term. Upon and after entry into possession without
termination of this Lease, the Landlord may, but need not, relet the
Demised Premises or any part thereof for the account of the Tenant to
any person, firm or corporation other than the Tenant for such rent, for
such time and upon such terms as the Landlord in the Landlord's sole
discretion shall determine, and the Landlord shall not be required to
accept any tenant offered by the Tenant or to observe any instructions
given by the Tenant about such reletting. In any such case, the
Landlord may make repairs, alterations and additions in or to the
Demised Premises, and redecorate the same to the extent deemed by the
Landlord necessary or desirable, and the Tenant shall, upon demand, pay
the cost thereof, together with the Landlord's expenses of the
reletting. If the consideration, if any, collected by the Landlord upon
such reletting for the Tenant's account is not sufficient to pay monthly
the full amount of the rent reserved in this Lease, together with the
costs of repairs, alterations, additions, redecorating and the
Landlord's expenses, the Tenant shall pay to the Landlord the amount of
each monthly deficiency upon demand.
E. If, upon Tenant's default, Landlord elects to terminate this Lease
and Tenant's right to possession of the Demised Premises, Landlord
shall be entitled to recover all damages provided at law.
F. Any and all property which may be removed from the Demised Premises
by the Landlord pursuant to the authority of the Lease of law, to which
the Tenant is or may be entitled, may be handled, removed or stored by
the Landlord at the risk, cost and expense of the Tenant, and the
Landlord shall in no event be responsible for the value, preservation
or safekeeping thereof. The Tenant shall pay to the Landlord, upon
demand, any and all expenses incurred in such removal and all storage
charges against such property so long as the same shall be in the
Landlord's possession or under the Landlord's control. Any such
property of the Tenant not retaken from storage by the Tenant within
thirty (30) days after the end of the Lease Term, however terminated,
shall be conclusively presumed to have been conveyed by the Tenant to
the Landlord under this Lease as a xxxx of sale without further payment
or credited by the Landlord to the Tenant.
G. The Tenant shall pay upon demand all the Landlord's costs, charges,
and expenses, including the fees of counsel, agents and others
retained by the Landlord, incurred in enforcing the Tenant's
obligation hereunder or incurred by the Landlord in any litigation,
negotiation or transaction in which the Tenant causes the Landlord,
without the Landlord's fault, to become involved or concerned.
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19. DEFAULT UNDER OTHER LEASE. If the term of any lease other than this
Lease, made by the Tenant for any demised premises in this Building shall
be terminated or terminable after the making of this Lease because of any
default by the Tenant under such other lease, such fact shall constitute a
default under this Lease.
20. SURRENDER OF POSSESSION. Upon the expiration or other termination of the
Lease Term, Tenant shall quit and surrender to Landlord the Demised
Premises, broom clean, in good order and condition, ordinary wear
excepted, and Tenant shall remove all of its property. If the Tenant does
not remove its property of every kind and description from the Demised
Premises prior to the end of the Lease Term, however ended, the Tenant
shall be conclusively presumed to have conveyed the same to the Landlord
under this Lease as a xxxx of sale without further payment or credit by
the Landlord to the Tenant and the Landlord may remove the same and the
Tenant shall pay the cost of such removal to the Landlord upon demand.
Tenant's obligation to observe or perform this covenant shall survive the
expiration or other termination of the term of this Lease.
21. NOTICES. Notices shall be in writing. They shall be effectively served
by Landlord upon Tenant: (a) by hand delivery to Tenant, or a
representative of Tenant at the Demised Premises, or (b) by forwarding
through certified or registered mail, postage prepaid, to Tenant at the
Demised Premises, in which case the time of mailing shall be the time of
notice.
Notices shall be effectively served by Tenant upon Landlord when addressed
to Landlord and served by forwarding through certified or registered mail,
postage prepaid, to Landlord at the Building or, if notified of another
address by Landlord, at such latter address.
22. RELOCATION OF TENANT. Landlord shall have the right, upon thirty (30)
days' written notice, to relocate Tenant to another location in the
Building at no cost or expense to Tenant and upon the condition that the
new premises designated by Landlord shall be substantially as desirable as
the Demised Premises with respect to layout and location in the Building
and shall not be similar in area than the Demised Premises.
23. SECURITY DEPOSIT. Tenant shall not be required to provide a Security
Deposit to Landlord upon the execution of this Lease; provided, however,
that if Tenant defaults in respect to any of the terms, provisions,
covenants or conditions of this Lease including, but not limited to,
payment of the Base Rent and Rent Adjustments, one-half (1/2) of the
abated rent in the amount of $30,232.50 shall become immediately due and
payable to Landlord upon demand, such amount to be considered the Security
Deposit, and Landlord may use, apply or retain the whole or any part of
the security so deposited for the payment of any such rent in default, or
for any other sum which the Landlord may expend or be required to expend
by reason of Tenant's default
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including, without limitation, any damages or deficiency in the reletting
of the Demised Premises, whether such damages or deficiency shall have
accrued before or after any re-entry by Landlord. If Tenant shall fully
and faithfully comply with all the terms, provisions, covenants and
conditions of this Lease, the Security Deposit, or any balance thereof,
shall be returned to Tenant after the following:
A. the time fixed as the expiration of the Lease Term;
B. the removal of Tenant from the Demised Premises;
C. the surrender of the Demised Premises by Tenant to Landlord in
accordance with this Lease; and
D. the time required for the Rent Adjustment due pursuant to this
Lease to have been computed by Landlord and paid by Tenant.
Except as otherwise required by law, Tenant shall not be entitled to
any interest on the aforesaid security. In the absence of
evidence satisfactory to Landlord of an assignment of the right to
receive the Security or the remaining balance thereof, Landlord may
return the Security to the original Tenant, regardless of one or more
assignments of this Lease. Upon a bona fide sale by Landlord of the
Building to a purchaser who assumes all obligations of Landlord under
tenant leases for space in the Building, including this Lease,
Landlord shall be relieved from all obligation to return the Security
Deposit to Tenant.
24. MISCELLANEOUS.
A. No receipt of money by the Landlord from the Tenant after the
termination of this Lease or after the service of any notice after the
commencement of any suit, or after final judgment for possession of the
Demised Premises shall reinstate, continue or extend the Lease Term or
affect any such notice, demand or suit.
B. No waiver of any default of the Tenant hereunder shall be implied
from any omission by the Landlord to take any action on account of such
default if such default persists or be repeated, and no express waiver
shall affect any default other than the default specified in the
express waiver and that only from the time and to the extent therein
stated.
C The words "Landlord" and "Tenant" wherever used in this Lease shall
be construed to mean plural where necessary, and the necessary
grammatical changes required to make the provisions hereof apply either
to corporations or individuals, men or women, shall in all cases be
assumed as though in each case fully expressed.
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D. Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of the Landlord and the Tenant
and their respective heirs, legal representatives, successors and
assigns in the event this Lease has been assigned with the express
written consent of the Landlord.
E. Submission of this instrument for examination does not constitute a
reservation of the option for the Demised Premises. The instrument
does not become effective as a lease or otherwise until execution and
delivery by both Landlord and Tenant; provided, however, the execution
and delivery by Tenant of this Lease to Landlord shall constitute an
irrevocable offer by Tenant to lease the Demised Premises on the terms
and conditions herein contained, which offer may not be withdrawn or
revoked for thirty (30) days after such execution and delivery.
F. All amounts (unless otherwise provided herein, and other than the
Base Rent and Rent Adjustments, which shall be due as hereinbefore
provided) owed by the Tenant to the Landlord hereunder shall be deemed
additional rent and be paid within ten (10) days from the date the
Landlord renders statements of account therefor. All such amounts
(including the Base Rent and Rent Adjustments) shall bear interest from
the date due until the date paid at the rate of two (2%) percent above
the corporate base rate of interest announced from time to time at the
First National Bank of Chicago, or at the maximum legal rate of
interest, whichever is lower.
G. All riders attached to this Lease and initialed by the Landlord and
the Tenant are hereby made a part of this Lease though inserted in this
Lease.
H. The headings of sections are for convenience only and do not limit
or construe the contents of the sections.
I. If the Tenant shall occupy the Demised Premises prior to the
Commencement Date with the Landlord's consent, all the provisions of
this Lease shall be in full force and effect as soon as the Tenant
occupies the premises.
J. Should any mortgage, leasehold or otherwise, require a modification
or modifications of this Lease, which modification or modifications
will not bring about an increased cost or expense to Tenant or in any
other way substantially change the rights and obligations of Tenant
hereunder, then and in such event, Tenant agrees that this Lease may be
so modified.
K. The Tenant represents that the Tenant has dealt directly with and
only with the Broker(s) identified in the Basic Lease Provisions in
connection with this Lease and Landlord shall pay all commissions and
fees owing to said Broker(s). Insofar as the Tenant knows, no other
broker negotiated this Lease or is entitled to any commission in
connection therewith. Tenant indemnifies and holds Landlord, its
beneficiaries, Owner and Owner's partners and their respective agents
and
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employees harmless from all claims of any other broker or brokers
in connection with this Lease.
L. The Tenant agrees that from time to time upon not less than ten
(10) days' prior request by the Landlord, the Tenant will deliver to
the Landlord a statement in writing certifying (a) that this Lease is
unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified
and identifying the modifications), (b) the dates to which the rent and
other charges have been paid, and (c) that so far as the person making
the certificate knows, the Landlord is not in default under any
provisions of this Lease.
M. This Lease and the Exhibits and Riders attached hereto contain the
entire agreement between Landlord and Tenant concerning the Demised
Premises and there are no other agreements; either oral or written.
N. If Tenant fails timely to perform any of its duties under this
Lease or Exhibit G, Landlord shall have the right (but not the
obligation), after the expiration of any grace period elsewhere under
this Lease or the Work Letter expressly granted to Tenant for the
performance of such duty, to perform such duty on behalf and at the
expense of Tenant without further prior notice to Tenant, and all sums
expended or expenses incurred by Landlord in performing such duty shall
be deemed to be additional Rent under this Lease and shall be due and
payable upon demand by Landlord.
O. The Landlord's or Owner's title is and always shall be paramount to
the title of the Tenant, and nothing herein contained shall empower the
Tenant to do any act which can, shall or may encumber such title.
P. The laws of the State of Illinois shall govern the validity
performance and enforcement of this Lease.
Q. If any term, covenant or condition of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid
or unenforceable, the remainder of this Lease, or the application of
such term, covenant or condition to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this Lease
shall be valid and be enforced to the fullest extent permitted by law.
R. This lease is executed by the undersigned Trustee, not personally,
but solely as Trustee, and it is expressly understood and agreed by the
parties hereto anything herein to the contrary notwithstanding, that
each and all of the covenants, undertakings, representations and
agreements herein made are made and intended, not as personal
covenants, undertakings, representations and agreements of the Trustee
individually, or for the purpose of binding it personally, but this
Lease is
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executed and delivered by the Trustee, solely in the exercise
of the powers conferred upon it as such Trustee under said Trust
Agreement and no personal liability or personal responsibility is
assumed by, nor shall at any time be asserted or enforced against said
bank or the beneficiaries of said Trustee on account hereof, or on
account of any covenant, undertaking, representation, warranty or
agreement herein contained, either expressed or implied, all such
personal liability, if any, being hereby expressly waived and released
by the parties hereto or holder hereof and by all persons claiming by
or through or under said parties or holder hereof. It is further
understood and agreed that the Trustee is not entitled to receive any
of the rents, issues or profits of or from the trust property, and this
instrument shall not be construed as an admission to the contrary. It
is expressly understood and agreed that any claims by the Tenant
against the Landlord in case of default by Landlord in the performance
of its obligations under this Lease shall be payable out of (and only
out of) the Landlord's interest in the Building.
S. Tenant hereby agrees not to look to the mortgagee, as mortgagee in
possession, or successor in title to the property, for accountability
for the Security Deposit, unless the Security Deposit has actually been
received by said mortgagee as security for the Tenant's performance of
this Lease.
IN WITNESS WHEREOF, the parties have executed this Lease on the date first
above written.
LANDLORD:
LASALLE NATIONAL BANK, not personally, but
solely as Trustee under Trust Agreement
dated September 1, 1977 and known as Trust
Number 53107
By:
---------------------------------------
Its:
--------------------------------------
TENANT:
Attest: By:
---------------------------------------
Its:
--------------------------------------
By:
--------------------------------
Its:
-------------------------------
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ADDENDUM TO OFFICE LEASE
THIS ADDENDUM to Office Lease is made this 1st day of August, 1985 by and
between LaSalle National Bank, not personally, but as Trustee under Trust
Agreement dated September 1, 1977 and known as Trust No. 53107 ("Landlord") and
VASCO-Value Added Systems Corp. ("Tenant").
WHEREAS, Landlord and Tenant executed and delivered a certain Office Lease (the
"Lease") dated July 22, 1985 pursuant to which Landlord leased to Tenant the
Demised Premises commonly known as Xxxxx 000-X in the St. Regis Office Center;
WHEREAS, Landlord and Tenant had agreed to include in the Lease (as Exhibit A
thereto) a plan of the Demised Premises (the "Plan") depicting the size, shape
and location of the Demised Premises relative to the building in which it is
contained;
WHEREAS, the Plan was inadvertently omitted from the Lease; and
WHEREAS, both Landlord and Tenant are desirous of reforming the Lease to
include the Plan therein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties here to hereby agree
and covenant as follows:
1. The foregoing recitals are hereby integrated herein. The words, terms and
definitions, which are defined in the Lease, when used herein, shall have
the same meaning as in the Lease.
2. The Plan which is attached hereto as Exhibit #1 is hereby incorporated
into the Lease as Exhibit A thereto as if it had been included therein
upon execution thereof.
3. Except as herein modified, the Lease shall, in all other respects, remain
the same and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum To Office
Lease as of the day and year first above written.
LANDLORD: ANVAN/MIDWEST REALTY MANAGEMENT CO.,
as agent for the sole beneficiary of
LaSalle National Bank Trust No. 53107
By:
------------------------------------
Xxxxxx Xxxxx, Vice President
TENANT: VASCO-VALUE ADDED SYSTEMS CORP.
By:
------------------------------------
Its:
-----------------------------------
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SECOND ADDENDUM TO OFFICE LEASE
THIS SECOND ADDENDUM to Office Lease is made this 1st day of October, 1988 by
and between LaSalle National Bank, not personally, but as Trustee under Trust
Agreement dated September 1, 1977 and know as Trust No. 53107 ("Landlord") and
VASCO-Value Added Systems Corp. ("Tenant").
WHEREAS, Landlord and Tenant executed and delivered a certain Office Lease (the
"Lease") dated July 22, 1985 pursuant to which Landlord leased to Tenant the
Demised Premises commonly known as Xxxxx 000-X in the St. Regis Office Center;
WHEREAS, Landlord and Tenant executed and delivered a certain Addendum to
Office Lease dated August 1, 1985.
WHEREAS, landlord and Tenant desire to amend the Lease and Addendum to Office
Lease.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
and covenant as follows:
1. The foregoing recital are hereby integrated herein. The words, terms and
definitions, which are defined in the Lease, when used herein, shall have
the same meaning as in the Lease.
2. The lease term shall be five years.
3. The commencement date of "August 1, 1985" is deleted and "October 1, 1988"
is added.
4. The expiration dated of "July 31, 1990" is deleted and "September 30,
1993" is added
5. The Base Rent of "$60,465 per annum" and "$5,038.75 per month" is deleted
and "$33,130.20 per annum" and "$2,760.85 per month" is added.
6. Base Rent will commence on October 1, 1988.
7. In addition to Base Rent, Tenant payment for electricity in the amount of
"$429.97 per month" is deleted and "$239.15 per month" is added.
8. Tenant's Proportion for purposes of Section 2 of "2.815%" is deleted and
"1.566%" is added.
9. The rentable area of the Demised Premises of "4031 square feet" is deleted
and "2242 square feet" is added.
10. Paragraph 23 is deleted.
11. Tenant agrees to pay to Landlord $36,409.52 as past due rent for the
period June 1, 1987 thru September 30, 1988. Monthly payments of $758.53
will commence on October 1, 1989 for a period of 48 months. The remaining
unpaid past due rent for said period in the amount of $60,650.72 will be
abated.
12. The Tenant will have the option at anytime after April 1, 1991 to cancel
this lease upon 6 months prior written notice to the Landlord. In the
event of a notice of
29
cancellation by Tenant, the remaining unpaid balance of the past due rent
as described in Paragraph 11 above, will be due and payable at the time of
cancellation notice.
13. Landlord will permit the Tenant to use at no expense to Tenant the areas
indicated at Area B and Area C in the attached floor plan ("Exhibit D").
In the event that Landlord leases either Area B or Area C to any other
Tenant, Tenant will surrender and vacate said space upon 30 days prior
notice to Tenant. Landlord will construct at its expense a new demising
wall and paint that portion of the demising wall located in the Tenant's
demised area.
14. Except as herein amended and modified, the Lease shall in all other
respects remain the same and in full force and effect including without
limitation the application of all rental adjustment provisions of the
Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Second Addendum to
Office Lease as of the day and year first above written.
LANDLORD: DRILLS PROPERTIES, INC. as Agent for SOGA, INC., the sole
Beneficiary under a certain Trust Agreement dated September 1, 1977 with
LASALLE NATIONAL BANK, as Trustee and known as Trust Number 53107
By: /s/ H.E. Xxxxxxxxxx
H.E. Xxxxxxxxxx, President
Attest: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Asst. Secretary
TENANT: VASCO-VALUE ADDED SYSTEMS CORPORATION, an Illinois corporation
By: /s/ T. Xxxxxxx Xxxx
T. Xxxxxxx Xxxx, President
Attest: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, Executive Vice President
30
THIRD AMENDMENT TO OFFICE LEASE
THIS THIRD AMENDMENET OF OFFICE LEASE is made as of the 1st day of November,
1992, by and between:
LASALLE NATIONAL BANK N.A., an Illinois corporation, not personally but solely
as Trustee under Trust Agreement dated September 1, 1977, and known as Trust
Number 53107 ("Landlord"), and,
VASCO Corp., a Delaware corporation ("Tenant").
RECITALS
WHEREAS, Landlord and Tenant executed and delivered an Office Lease, dated July
22, 1985, for certain Demised Premises, consisting of 4,031+ square feet of
gross rentable area identified as Xxxxx 000-X in Building C, St. Regis Office
Center, 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, for a Lease Term
expiring September 30, 1993; and,
WHEREAS, Landlord and Tenant executed an Addendum to Office Lease, dated August
1, 1985, to include a plan of the Demised Premises in the Office Lease; and,
WHEREAS, Landlord and Tenant executed a Second Addendum to Office Lease, dated
October 1, 1988 (the Office Lease, as amended, is hereinafter referred to as the
"Lease"), by which (a) the Commencement and Expiration Dates of the Office Lease
were changed; and, (b) Tenant's Demised Premises were reduced from 4,031+
rentable square feet to 2.242+ rentable square feet; and, (c) Tenant's Base
Rent was reduced from $60,465 per annum to $33,130.20 per annum; and, (d)
Tenant's electricity payment was reduced from $429.97 per month to $239.15 per
month; and, (e) Tenant agreed to pay Landlord forty-eight (48) monthly
installments of $758.53 each for a portion of Tenant's past due rent; and, (f)
Landlord abated the remaining portion of Tenant's past due rent in the amount of
$60,650.72; and,
WHEREAS, Landlord has permitted Tenant to continue to occupy 4,031+ rentable
square feet on the Demised Premises in the period between the dated on which
the Second Addendum was executed and the date of this Third Amendment to Office
Lease; and,
WHEREAS, Landlord and Tenant executed and delivered an Agreement ("Storage
Agreement") dated June 19, 1990, by which Landlord leased to Tenant a 232+
rentable square foot portion of Xxxxx 000-X ("Storage Space") consisting of a
total 1,000+ rentable square feet; and,
WHEREAS, Landlord and Tenant desire to amend the Lease to
(a) relocate Tenant's Demised Premises from Xxxxx 000-X to Suite 119-C; and,
31
(b) expand Tenant's Demised Premises to 5,100+ rentable square feet; and,
(c) change Tenant's Base Rent; and,
(d) change Tenant's Electricity Allocation; and,
(e) change Tenant's Lease Term; and,
(f) in certain other respects.
NOW THEREFORE, in consideration of the mutual agreements and covenants herein
contained, the parties hereto agree as follows:
(1) The foregoing recitals are hereby incorporated herein and the words,
terms and definitions, which are contained in the Lease, when used in this
Amendment, shall have the same meaning as in the Lease, unless otherwise
defined herein.
(2) Tenant's new lease term ("Lease Term") shall commence January 15, 1993
("Commencement Date"), and expire January 14, 1998 ("Expiration Date").
(3) At the Commencement Date, Xxxxx 000-X shall become Tenant's new Demised
Premises ("Demised Premises"), consisting of 5,100+ rentable square feet,
and Tenant's Proportion of the total area of the Buildings shall at that
date become 3.56%.
(4) Tenant shall completely vacate Xxxxx 000-X no later than seven (7) days
after the Commencement Date. If, by seven days after the Commencement
Date, Tenant fails to vacate Xxxxx 000-X (xxx xxxxx Xxxxx 000-X in the
condition required by Section 20 of the Lease), the retention of
possession of Xxxxx 000-X shall be deemed to be an unpermitted holdover
and shall be governed by the provisions of Section 17 of the Lease.
(5) At the Commencement Date, Tenant's new Xxxxx 000-X shall be renamed Xxxxx
000-X ("Xxx Xxxxx 000-X") by Landlord.
(6) Base Rent for the New Xxxxx 000-X on the Commencement Date shall be as
follows:
Year 1: $10.15/SF = $51,765/Yr. = $4,314/Mo.
Year 2: $10.35/SF = $52,800/Yr. = $4,400/Mo.
Year 3: $10.56/SF = $53,856/Yr. = $4,488/Mo.
Year 4: $10.77/SF = $54,933/Yr. = $4,578/Mo.
Year 5: $10.99/SF = $56,032/Yr. = $4,669/Mo.
(7) Tenant's electricity charge shall be $1.57 per gross rentable square foot
for normal operating hours in Year 1:
Year 1: $1.57/SF = $8,007/Yr. = $667/Mo.
Tenants electricity rate per gross rentable square foot in Years 2 through 10
shall be equal to the sum of Building's Commonwealth Edison bills for the 12
months preceding Tenant's lease year, divided by Building's gross rentable
area.
(8) Tenant shall have the options ("Renewal Option") to extend the Lease Term
by five (5) years, from January 15, 1998, to and including January 14,
2003 (hereinafter referred to as the "Option Term") upon the following
terms and conditions:
32
(a) Tenant shall provide Landlord written notice exercising the
Renewal Option at least six (6) months prior to the commencement of
the Option Term; and,
(b) Tenant is not in default under the Lease on the date that
Tenant exercises the Renewal Option or on the Commencement Date of
the Options Term; and,
(c) Tenant has not assigned or subleased any part of the Demised
Premises.
(9) If the Renewal Option is exercised, Base Rent for the New Xxxxx 000-X
commencing January 15, 1998, shall be as follows:
Year 6:$11.21/SF = $57,171/Yr. = $4,764/Mo.
Year 7:$11.43/SF = $58,293/Yr. = $4,858/Mo.
Year 8:$11.66/SF = $59,459/Yr. = $4,952/Mo.
Year 9:$11.89/SF = $60,648/Yr. = $5,054/Mo.
Year 10: $12.13/SF = $61,861/Yr. = $5,155/Mo.
(10) Beginning in the thirty-seventh (37th) month after the Commencement Date,
Tenant and Landlord shall each have the option to terminate the Lease
effective at any time during the remaining Lease Term ("Termination
Option"). Should either party desire to exercise the Termination Option,
they shall provide the other party with written notice thereof. The
written notice shall include a stated termination date ("Termination
Date") at least six (6) months after the date of the notice. Should
Tenant exercise the Termination Option, Tenant shall pay Landlord, on or
before the Termination Date, Landlord's unamortized costs for the New
Suite 118-C. Tenant's payment to the Landlord for unamortized costs shall
be equal to the product of the number of whole months remaining between
the Termination Date and the Lease Expiration Date, multiplied by $780.00.
(11) During the five-year Lease Term, Tenant shall have a right of first offer
(the "First Offer Option") to lease space contiguous to the Demised
Premises (herein called "Expansion Space") located on the first floor of
Building C at St. Regis Office Center, on the following terms and
conditions:
(a) At such time as Landlord desires to offer for lease to a
third party (other than a current tenant of such space or any other
tenant that might have an expansion option, right of first offer
superior to Tenant's First Offer Option) any Expansion Space,
Landlord shall first give Tenant written notice of the location and
size of the Expansion Space and the date on which the Expansion
Space will be available for leasing to Tenant; and,
(b) Tenant shall have the right, within fifteen (15) working days
after Landlord gives such notice to tenant, to notify Landlord in
writing that Tenant desires to lease (or does not desire to lease)
the Expansion Space. A failure by Tenant to so respond within such
15-day period shall constitute a waiver by Tenant of such First
Offer Option; and,
(c) Base Rent for the Expansion Space shall be payable at the
applicable rate provided for in Paragraph 6 above.
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(12) If Tenant exercises the First Offer Option and satisfies the other terms
and conditions set forth in Paragraph 11 above, Landlord agrees to pay
Tenant, within ten (10) days after Tenant takes possession of the
Expansion Space, an amount equal to the product of the number of rentable
square feet of space in the Expansion Space, multiplied by Nine Dollars
($9.00).
(13) Should Tenant exercise the First Offer Option, Landlord shall change
Tenant's Base Rent and Electricity Rate for the duration of the Lease Term
and the Option Term in accordance with the rates outlined herein.
(14) Within one month after the Commencement Date, Tenant shall vacate the
Storage Space. The Storage Agreement shall expire one month after the
Commencement Date. If Tenant fails to vacate said Storage Space by the
end of one month, it shall be deemed an unpermitted holdover and Tenant
will pay a rental rate of $37.55 per day for each additional day the space
is retained by Tenant.
(15) Should Tenant require storage space, Tenant shall notify Landlord in
writing, which notice shall include an estimated useable square foot
requirement, a description of the items intended for storage, and an
estimated storage term. Landlord shall answer Tenant's written notice
within ten (10) working days and include in such notice the storage rental
rate and location of the storage space.
(16) Within ten (10) days of the Commencement Date, Landlord shall pay Tenant
a cash allowance of $1,300.00, provided Tenant has vacated Xxxxx 000-X and
is not in default of the Lease.
(17) Landlord shall release Tenant from its obligation to pay past due rent
payments in an amount equal to the product of $758.53 multiplied by the
number of full months remaining between the Commencement Date and
September 30, 1993.
(18) Landlord shall cause Tenant's New Xxxxx 000-X to be built-out and
remodeled at Landlord's sole expense in accordance with drawing attached
hereto and made part hereof. Specifically, Landlord shall cause the
following work to be performed at Landlord's sole expense:
(a) demolish approximately 30 lineal feet of existing wall; and
(b) construct approximately 70 lineal feet of new wall; tape,
sand and ready for paint; and,
(c) install one (1) stainless steel kitchen sink, plus counter
and cabinets, in conformity with the drawing attached hereto; and,
(d) install three (3) new frames and doors; supply locks and keys
in accordance with Tenant's requirements and Landlord's key
specifications; and,
(e) install fifty-five (55) duplex outlets, two (2) quadraplex
outlets, thirty-six (36) telephone outlet locations and three (3)
switches, all in accordance with drawing attached hereto; and,
(f) paint the New Suite 118-C with Tenant's choice of building
standard paid; and,
(g) re-carpet entire the New Suite 118-C, with the exception of
636+ square feet designated as a work area, with Tenant's
choice of building standard carpeting, and install new base board.
34
Tenant agrees that any changes to the remodeling specifications desired by
Tenant after execution of this Third Amendment shall be subject to Landlord's
written approval and costs for remodeling Xxxxx 000-X outside the parameters
agreed to herein shall be borne solely by Tenant.
(19) Landlord and Tenant acknowledge that Tenant engaged the following broker
("Broker") for this transaction:
Xxxx X. Xxxxxxxx
XXXXX XXXXXXXX
0000 Xxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Landlord shall pay Broker a commission of $4,641 within ten (10) days of the
date of full execution of this Third Amendment, and $4,642 within ten (10) days
of the Commencement Date, provided Tenant is not in default under the Lease.
(20) Except as herein amended and modified, the Lease shall continue in full
force and effect, subject to the terms and provisions hereof. This
Amendment shall be binding upon and inure to the benefit of the Landlord,
Tenant and their respective successors and permitted assigns. The persons
purporting to execute this Amendment on behalf of Tenant warrant to
Landlord that they have authority to do so, and that by their signature
Tenant has duly executed and entered into this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to
Office Lease as of the day and year first above written.
LANDLORD: SOGA, INC. an Illinois corporation, the sole Beneficiary under a
certain Trust Agreement dated September 1, 1977, with LASALLE NATIONAL TRUST
N.A., as Trustee and known as Trust Number 53107.
By: /s/ Philippe A. Hans
Philippe A. Hans, its Vice President
TENANT: VASCO Corp., a Delaware corporation.
By: /s/ T. Xxxxxxx Xxxx
T. Xxxxxxx Xxxx, its President
Attest: /s/ Xxxxxxx X. Xxxxxxx
its Secretary
